EXHIBIT NO. 99.11
GMAC LLC
200 RENAISSANCE CENTER
12TH FLOOR, MC: 482-B12-C24
DETROIT, MI 48265
May 28, 2007
The Bank of New York (Delaware)
100 White Clay Center, Route 273
Newark, DE 19711
GMAC LLC, as Servicer
200 Renaissance Center
12th Floor, MC: 482-B12-C24
Detroit, MI 48265
Central Originating Lease Trust
c/o Deutsche Bank Trust Company Delaware
1011 Centre Road, Suite 200
Wilmington, DE 19805-1266
Re: Transfer Direction re: Beneficial Interest in Applicable Trust Estate
Ladies and Gentlemen:
Reference is hereby made to that certain Second Amended and Restated Trust
and Servicing Agreement, dated as of March 25, 2004 (as it may be amended from
time to time, the "VAULT Trust Agreement") between The Bank of New York
(Delaware), as successor to Chase Bank USA, National Association (f/k/a Chase
Manhattan Bank USA, National Association) as Trustee (the "Trustee") and GMAC
LLC, as successor to General Motors Acceptance Corporation ("GMAC"), as Servicer
and as Initial Trust Beneficiary, and acknowledged and agreed to by Central
Originating Lease Trust ("COLT") as a Trust Beneficiary pursuant to the New COLT
Designation. Capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in the VAULT Trust Agreement, or if not
defined therein, in Part I of Exhibit A to the COLT Servicing Agreement, dated
as of June 7, 2007 (the "COLT Servicing Agreement") between GMAC, COLT and The
Bank of New York Trust Company, N.A., as COLT Indenture Trustee.
Pursuant to Section 9.1 of the VAULT Trust Agreement, GMAC hereby informs
the Trustee that it intends to convey all of its right, title and interest in
and to its Beneficial Interest in that portion of its respective Applicable
Trust Estate consisting of the Leased Vehicles identified on Schedule I hereto
(collectively, the "Transferred Vehicles") to COLT (the "Transferee"). GMAC
hereby instructs the Trustee from and after June 7, 2007 (the "Transfer
Effective Date") and until otherwise directed by the Transferee, to hold legal
title to the Applicable Trust Estate as nominee for the benefit of the
Transferee. GMAC acknowledges and agrees by execution of this Transfer Direction
that it shall no longer hold any Beneficial Interest
COLT 2007-SN1 Transfer Direction
in the Transferred Vehicles from and after the Transfer Effective Date. Further,
GMAC, as Servicer, shall amend each Schedule of Vehicles maintained pursuant to
the VAULT Trust Agreement to remove from the GMAC Series any reference to the
Transferred Vehicles and shall reallocate such Transferred Vehicles to the New
COLT Series. Furthermore, GMAC, as Servicer, shall provide notice to the Trustee
of its intention to exercise the optional repurchase right with respect to the
Series 2007-SN1 Lease Assets under Section 6.01 of the COLT Servicing Agreement.
Pursuant to Section 9.1 of the VAULT Trust Agreement, COLT represents and
warrants that it is not an "employee benefit plan" (as defined in Section 3(3)
of ERISA) that is subject to the provisions of Title I of ERISA, a "plan"
described in Section 4975(e)(1) of the Code, or an entity whose underlying
assets include plan assets by reason of investment by an employee benefit plan
or a plan in such entity.
COLT hereby reaffirms its agreement to be bound by the terms of the VAULT
Trust Agreement as a Trust Beneficiary pursuant to (x) the New COLT Designation,
and (y) its acceptance and agreement to the VAULT Trust Agreement.
The Trustee and the Servicer agree that this Transfer Direction will become
effective on the Transfer Effective Date upon delivery of an executed
counterpart of this Transfer Direction and receipt of an opinion of counsel to
GMAC that the transfer effected hereunder is permitted by Section 9.1 of the
VAULT Trust Agreement.
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Please acknowledge your receipt of and agreement to this Transfer Direction
by signing a counterpart hereof in the space provided below.
Sincerely,
GMAC LLC, as Initial Trust Beneficiary
By: /s/ C.J. Vannatter
------------------------------------
Name: C.J. Vannatter
Title: Director - Global Securitization
S-1
ACKNOWLEDGED AND AGREED:
THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity but
solely as Trustee
By: /s/ Kristine K. Gullo
---------------------------------
Name: Kristine K. Gullo
Title: Vice President
GMAC LLC,
as Servicer
By: /s/ C.J. Vannatter
---------------------------------
Name: C.J. Vannatter
Title: Director - Global Securitization
CENTRAL ORIGINATING LEASE TRUST,
as a Trust Beneficiary and Transferee
By: DEUTSCHE BANK TRUST COMPANY
DELAWARE, not in
its individual capacity but solely as
COLT Owner Trustee
By: /s/ Jenna Kaufman
---------------------------------
Name: Jenna Kaufman
Title: Attorney-in-Fact
By: /s/ Aranka R. Paul
---------------------------------
Name: Aranka R. Paul
Title: Attorney-in-Fact
S-2
SCHEDULE I
SCHEDULE OF LEASED VEHICLES
On file with The Bank of New York (Delaware).